0001209191-20-013617.txt : 20200227 0001209191-20-013617.hdr.sgml : 20200227 20200227200957 ACCESSION NUMBER: 0001209191-20-013617 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200227 FILED AS OF DATE: 20200227 DATE AS OF CHANGE: 20200227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 20665088 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC CENTRAL INDEX KEY: 0001760648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39231 FILM NUMBER: 20665089 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Passage BIO, Inc. CENTRAL INDEX KEY: 0001787297 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 822729751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2678660312 MAIL ADDRESS: STREET 1: TWO COMMERCE SQUARE STREET 2: 2001 MARKET STREET, 28TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-02-27 0 0001787297 Passage BIO, Inc. PASG 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001760648 OrbiMed Capital GP VII LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A-1 Preferred Stock Common Stock 3721552 I See Footnote Series A-2 Preferred Stock Common Stock 1311469 I See Footnote Series B Preferred Stock Common Stock 541002 I See Footnote Each share of the Issuer's Series A-1 Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering ("IPO") and has no expiration date. The Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP VII. OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VII. Each share of the Issuer's Series A-2 Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. Each share of the Issuer's Series B Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. /s/Carl Gordon, Member of OrbiMed Advisors LLC 2020-02-27